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Delaware Court Issues Novel Ruling Clarifying Treatment of Cryptocurrency Assets When Evaluating Contract Damages

Judge Paul Wallace of the Delaware Superior Court issued a recent opinion in Diamond Fortress Technologies, Inc. v. EverID, Inc., clarifying the treatment of cryptocurrency assets when calculating damages. The opinion also...more

Common M&A Provision Precludes Private Equity Buyer From Escaping an Aiding and Abetting Claim

In a previous alert, we discussed the Delaware Court of Chancery’s decision in In re Mindbody, Inc. Stockholders Litigation. In the decision, the court declined to dismiss breach of fiduciary duty claims against the chief...more

Not “Securities” — A Victory for Crypto-Related Products

A jury recently held that four cryptocurrency-related products were not “investment contracts,” giving cryptocurrency market participants some much-needed and rarely received comfort that their digital asset(s) or product(s)...more

Delaware Supreme Court Adopts New Three-Part Test for Demand Futility

There is a new demand futility test in Delaware, adopted on September 23 by the Delaware Supreme Court in affirming dismissal of a stockholder derivative action against Facebook, Inc. (Facebook) founder, Mark Zuckerberg, and...more

Director Fiduciary Duties: Navigating Insolvency Risk in Newly (COVID-19) Distressed Companies

As COVID-19 related economic disruptions place unprecedented stress on cash flows, the risk of insolvency is a new and growing concern for many businesses. ...more

Securities Litigation and Disclosure Issues [Audio]

Troutman Sanders and Pepper Hamilton are producing a series of podcasts to discuss litigation topics that have been brought to the forefront by the COVID-19 pandemic and how businesses might be able to prepare and...more

Delaware Relaxes Notice Requirements for Stockholder Meeting Location Changes or Adjournments due to Covid-19

On April 6, Delaware Gov. John Carney issued the Tenth Modification of the Declaration of a State of Emergency for the State of Delaware Due to a Public Health Threat (Emergency Order), arising from the COVID-19 epidemic. ...more

Delaware Supreme Court Affirms Historic Material Adverse Effect Ruling

On December 7, 2018, the Delaware Supreme Court issued an order affirming the judgment of the Court of Chancery in Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL (Del. Ch. Oct. 1, 2018). ...more

Delaware Court of Chancery Issues Unprecedented Material Adverse Effect Ruling

In a first-of-its-kind post-trial opinion, the Court of Chancery ruled on October 1 in Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL, that German pharmaceutical company Fresenius Kabi AG had properly terminated its...more

Delaware House Approves Two-Seat Expansion of Court of Chancery

The Delaware House of Representatives voted on June 28 to expand the number of vice chancellors on the Court of Chancery from four to six....more

Delaware Supreme Court Endorses Deal Price as Strong Evidence of Fair Value in Appraisal of Public Companies

In DFC Global Corp. v. Muirfield Value Partners, L.P. (Aug. 1, 2017), the Delaware Supreme Court issued its highly anticipated ruling on the determination of fair value in statutory appraisal cases. The court held that the...more

It Is Not All Bad News from the Supreme Court in Campbell-Ewald v. Gomez

In a recent clash between contract principles and the mootness doctrine, contract principles won. Relying on traditional contract principles, the U.S. Supreme Court issued a 6–3 decision on January 20, holding that an...more

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